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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 1997
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ORBITAL SCIENCES CORPORATION
DELAWARE 0018287 06-1209561
(State of incorporation) (Commission File Number) (I.R.S. Employer I.D. No.)
21700 ATLANTIC BOULEVARD
DULLES, VIRGINIA 20166
(703) 406-5000
(Address and telephone number
of principal executive offices)
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The purpose of this Report on Form 8-K/A is to amend the Company's Form
8-K filed on September 2, 1997 in order to reflect the Company's determination
that the transaction reported pursuant to "Item 2" is more appropriately
reported pursuant to "Item 5".
Item 5. Other Events
On August 15, 1997 (the "Closing Date"), pursuant to the Asset
Acquisition Agreement (the "Agreement") dated as of July 11, 1997 between
Orbital Sciences Corporation ("Orbital") and CTA INCORPORATED ("CTA"), Orbital
completed the acquisition (the "Acquisition") from CTA of substantially all the
assets (including all the outstanding capital stock of CTA's direct and
indirect subsidiaries Engineering Technologies, Inc., CTA Commercial Systems,
Inc., CTA Space Systems, Inc., CTA International Services, Inc., CTA
International, Inc, and CTA International Asia, Ltd.), pertaining to, and
assumed certain liabilities of, CTA's satellite manufacturing and
communications services business (the "Business"). The assets acquired directly
or held by the acquired subsidiaries consist principally of rights under
customer contracts and real estate leases, equipment, patent and trademark
applications and other intellectual property. CTA retained $6,000,000 of
accounts receivable related to the Business. Orbital has hired all CTA's
employees who were employed in connection with the Business. The negotiated
consideration provided to CTA by Orbital included (i) $6,962,500 in cash
(subject to certain post-closing adjustments for which $3,000,000 was held back
by Orbital pending calculation of the net tangible assets and $2,037,500 was
held back by Orbital pending satisfaction by CTA of a closing condition), (ii)
the payment of $27,000,000 to certain of CTA's lenders, (iii) the assumption of
certain specified liabilities of CTA, including obligations under customer
contracts and real estate leases, and accounts payable, and (iv) the right to
receive additional, contingent payments during the five years following the
Closing Date in the form of (a) royalties from $500,000 to $3,000,000 per sale
of lightweight geosynchronous orbit communications satellites in excess of
certain threshold sales of such equipment, and (b) 3% of cumulative revenues in
excess of $50,000,000 accrued during such period from the acquired terrestrial
wireless data communications service.
Orbital funded the Acquisition with borrowings under the Second Amended
and Restated Credit and Reimbursement Agreement dated as of August 5, 1997
among Orbital, Magellan Corporation and the banks listed therein.
Orbital presently intends to use the assets acquired in the Acquisition
to continue conducting the Business.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ORBITAL SCIENCES CORPORATION
Date: September 9, 1997 By: /s/ Jeffrey V. Pirone
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Jeffrey V. Pirone
Senior Vice President and
Chief Financial Officer
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